SecProbe.io

March 25, 2013

Via E -mail
Alan Milinazzo
Chief Executive Officer
InspireMD, Inc.
4 Menorat Hamaor St.
Tel Aviv, Israel 67448

Re: InspireMD, Inc.
Amendment No. 5 to Registration Statement on Form S -1
Amended March 22, 2013
  File No. 333-184066

Dear Mr. Milinazzo :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments , we may have additional comments.

Prospectus Cover Page

1. We note that you intend to offer an aggregate of $30 million of securities in this offering,
with each investor having the option to choose whether to purchase common stock,
preferred stock or a co mbination of common stock and preferred stock. Please provide us
with your analysis as to how your proposed offering of common and/or preferred stock  to
investors  is consistent with a n underwritten  firm commitment  offering .

2. Generally it is inconsistent with Section 5 of the Securities Act to offer securities before
they are registered for sale.  Please provide us a detailed timeline of your
communications with investors regarding the preferred stock and your analysis of how
those communications were cons istent with Section 5.

Alan Milinazzo
InspireMD, Inc.
March 25, 2013
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accele ration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Jay Mumford a t (202) 551 -3637  or Daniel Morris at 202-551-3314  with
any questions.

Sincerely,

 /s/  Daniel Morris for

  Russell Mancuso
 Branch Chief

cc (via e-mail): Rick A. Werner, Esq.